Kamgras raised its tender offer for Kakaku.com shares by one yen, to ¥3,681 from ¥3,680, and extended the offer period by ten business days to October 14. The bidder had last moved on September 10, when it took the price to ¥3,680 (see our earlier report). The increase is tiny. The tender clock and the dispute with a rival bidder are what matter.
What holders can act on
The offer now runs from May 13 to October 14, a total of 105 business days, against 95 before. Settlement is due to start on October 21, up from October 6. The ¥1 price for each class of Kakaku.com subscription rights is unchanged. Kamgras says it made the change to raise the odds of the offer succeeding, after weighing the share price, the pace of tenders and the outlook for further tenders.
Kamgras also says Kakaku.com's share price was trading above the offer price as of September 29. The notice gives no price figure for that.
The rival notice, in Kamgras's telling
On September 16, Kamgras says, BCPE Blitz Cayman, L.P. announced a planned rival tender at ¥3,597 a share. Kamgras says the start date for that offer was changed from mid-September to undecided, even though the competition approvals it needs are complete.
Kamgras argues that the rival price cannot work while its own offer continues. Under the tender agreement between Kamgras and Kakaku.com, dated May 12, Kakaku.com can back a rival offer only if it is priced at least at Kamgras's price. That was ¥3,680 on September 16.
The rival's conditional price of ¥3,720 depends on reaching a no-tender agreement with KDDI. Kamgras says its own agreement with KDDI requires any rival offer to be priced at least 2% above Kamgras's price before KDDI can tender. That threshold was ¥3,754 on September 16 and is ¥3,755 after the latest change. Kamgras says even ¥3,720 falls below it.
| Price marker | Per share | Condition |
|---|---|---|
| Kamgras offer, from September 29 | ¥3,681 | Runs to October 14 |
| Rival notice (BCPE Blitz Cayman, L.P.) | ¥3,597 | Announced September 16; start date undecided |
| Rival conditional price | ¥3,720 | Only if a KDDI no-tender agreement is reached |
| KDDI price threshold | ¥3,755 | 2% above Kamgras's price, after the September 29 change |
Kamgras calls the rival's stance not a sincere proposal, cites an FSA Q&A on announced tender offers that lack a reasonable basis, and says the rival aims to block its offer. These are Kamgras's positions, not findings by any authority.
Oasis still open
Oasis said on August 18 that it would not support an offer below ¥3,640. Kamgras says it has held several discussions with Oasis since September 10 about tendering, and that nothing has been decided. The offer closes on October 14, unless Kamgras extends it again.